COMPANIES ACT - 1963 (ACT 179)

    Section - 269 - Documents to be Annexed to the Annual Return of a Private Company

    (1) With the annual return required by section 122 of this Code a private company shall send to the Registrar for registration,

    (a) a certificate that the company has not, since the date of the last return, or, in the case of the first return, since the date of incorporation of the company, issued any invitation to the public to acquire any shares or debentures of the company or to deposit money with the company; and

    (b) a certificate that the number of members and debentureholders of the company does not exceed fifty or that any excess over fifty consists solely of persons who are bona fide in the employment of the company and persons who, having been formerly bona fide in the employment of the company were, while in that employment, and have continued after the determination of that employment to be, members or debentureholders of the company; and

    either

    (c) a copy of every profit and loss account, balance sheet, and group accounts circulated to the members and debentureholders pursuant to section 124 of this Code during the period to which the return relates, and a copy of the report of the directors and of the report of the auditors accompanying such accounts;

    or

    (d) (i) a written statement by the auditors of the company that, to the best of their knowledge and belief the accounts and reports referred to in section 124 of this Code have been sent to the members and debentureholders in accordance with that section; and

    (ii) a copy of the auditors' report so sent; and

    (iii) except in the case of a company limited by guarantee, a certificate that, to the best of the knowledge and belief of the persons signing the certificate, no body corporate is or has been at any time beneficially interested, otherwise than by way of security, in any issued shares of the company, or that if any body corporate is or has been so interested it is an exempted body corporate as defined in subsection (5) of this section.

    (2) The certificates required by paragraphs (a), (b), and (d) of subsection (1) of this section shall be signed by a director and by the secretary of the company.

    (3) The copies required by paragraph (c) of subsection (1) of this section shall be certified by a director and by the secretary of the company to be true copies.

    (4) The copy of the report of the auditors required by paragraph (d) of subsection (1) of this section shall be certified by the auditors to be a true copy and the statement referred to in that paragraph shall be signed by the auditors.

    (5) For the purposes of this section a body corporate shall be an exempted body corporate if,

    (a) it is not a public company;

    (b) it has not at any time issued any invitation to the public to acquire any of its shares or debentures or to deposit money with it; and

    (c) at all times since it became beneficially interested in any shares of the company,

    (i) it has not had more than fifty members and debentureholders, not including persons who are bona fide in the employment of the body corporate and persons who, having been formerly bona fide in the employment of company were, while in that employment, and continued after the determination of that employment to be, members or debentureholders of the company; and

    (ii) no other body corporate, other than an exempted body corporate, has been beneficially interested, other than by way of security, in any issued shares of the body corporate.